Apologies: The Lord President of the Court of
Session; The Lord Advocate; The First Minister; The Crown Agent;
The Lord Provost of Aberdeen; The Lord Provost of Edinburgh;
Malcolm Thomson QC; Professor Graham Caie; Professor David
Finkelstein; Cllr Gordan Low; Cllr Kathy Morrice.

The Chairman (MA) opened the meeting by announcing the
resignation of two members of the Board, Lady Balfour of Burleigh
and Steven Dunn. The Board expressed its appreciation for all the
work carried out by these Trustees.

MA announced two changes in ex-officio membership, following the
May elections, and welcomed Marco Biagi MSP to his first Board
meeting.

A welcome was also extended to Nicolla Catterall (CN) of NGS,
attending the meeting in relation to item 7 of the agenda, and to
Janice McFarlane (JM) who was now acting as Secretary to the
Board.

Minutes of meeting

1. Presentation:
Professor Mary Gibby OBE FRSE, Director of Science, Royal Botanic
Gardens Edinburgh (RBGE), welcomed the Board to the Gardens and
provided an interesting and informative presentation on the history
and work of the RBGE.

The presentation highlighted the international importance
of the RGBE's work, their multi-site locations, the range of
research carried out by them, as well as the wealth of information
contained in their collections including their archives. In
response to questions from the Board she provided very helpful
information on RBGE's use of volunteers. Professor Gibby also
expressed a hope for future partnership opportunities between RBGE
and NLS.

MA thanked Professor Gibby, on behalf of the Board, for the
welcome and help provided by RGBE staff in setting up the meeting
and for her interesting presentation.

3. Minutes of meeting of 21 March 2011:
The minutes were approved as a correct record of the meeting.

4. Actions outstanding and matters
arising:
It was noted that reports on several outstanding actions, from the
meeting of 14 February, had not been included in the paper. These
have now been incorporated into the following:

Item 3.4. Completion of purchase of the John Murray
Archive:
A report to be prepared for Trustees on the fundraising campaign
for JMA
Update: Carried forward to 5 Sept 2011

A new fundraising strategy to be prepared for consideration by
the Board’s Development CommitteeUpdate: Draft presented to Committee 9 May 2011.
Work still to be completed.

Item 3.5. Corporate Planning and Budgeting
2011-2012:
An update to be provided to Trustees on broad plans for spend of
the Purchase Fund in 2011-2012.Update: In DM’s absence, it was agreed for this
to be deferred to the June meeting of the Board.

Item 3.8. Audit Scotland report:
Find a format for reporting on health, safety and security issues
to the Board.
Update: Carried forward to 5 September 2011.

Remove 'management' from 'address a specific management issue'
in draft model for short-life working groups.Update: Done

Half-day seminar for Trustees and senior staff to be arranged
for May 2011

SMT to look at this as a first stage and then lead discussions
with Trustees.

Consider the use of electronic tools, such as wiki, to continue
discussions following the seminar.
Update: Planning of seminar delayed due to appointment of
new Secretary to the Board. Appropriate date still to be
identified.

Items 8.1 and 8.2. 2011-2012 Corporate Plan and
Budget:
Incorporate further comments and amendments made at this meeting
into the two documents.
Update: Amended Corporate Plan
circulated to Trustees. No further comments received. Comments re
the Budget have been taken on board.

Item 9. Gaelic Language Plan: Amend document to take into account feedback received at
this meeting and re-circulate it to the Board.Update: Amended document re-circulated on 12 May
for comment. Issued for public consultation 30 May-8
July.

Item 10. Policy for breaches of NLS terms and
conditions:
Amend document to take into account feedback received at this
meeting and re-circulate it to the Board. Amend terms and
conditions to say that they have been agreed by the Board.Update: Done.

Use draft policy as operating guidelines for now.Update: Implementation deferred until 1 August
2011.

Amend policy incorporating Trustees comments and bring revised
document to next meeting of the Board.Update: Paper BT/11/28 presented at this
meeting.

Item 11. Fellowship of the National Library of
Scotland:

Further thought to be given to the workings of the proposal,
including provision of a set of suitable examples for
nomination

Trustees and staff to be invited to give nominations

Nominations to be considered by the Board's Governance Working
Party (GWP)

There should be a fairly high threshold in the maximum number
of Fellows

Fellows, particularly former members of staff, should be given
a Library email address, should they so wish.

5. Presentations for future meetings:
MA encouraged Trustees to submit suggestions for presentations
which could be incorporated into future meetings of the
Trustees.

6. Declaration of interests:
Trustees confirmed that there were no declarations of interest
regarding the substantive items on the agenda. MA reminded Trustees
that they were still required to declare an interest in any
unexpected issues that emerged during actual discussion of agenda
items.

Trustees were also informed that the updated register will
shortly be available on the Library's website.

7. Shared services proposal:
The Board received a paper from DC seeking Trustees' approval to
progress the Shared Services Programme with the National Galleries
of Scotland (NGS). The proposal had already been approved by the
Senior Management Teams of both NLS and NGS.

The paper also included the draft Terms of Reference for the
Shared Services Governance Board and the minutes of the inaugural
meeting of that Board.

The Board was informed that NLS and NGS were comfortable working
partners; that rapid progress was being made in carrying forward
plans relating to shared services; and that the proposal aimed at
formalising several existing, informal, practices.

Full discussions then took place, concentrating on the preferred
delivery model and the draft remit of the Governance Board. During
these discussions the following points were raised:

The need for a full risk assessment for the preferred managed
service model and for each shared service project as it is
developed. DC will provide a risk assessment for the managed
service model

The role of the Governance Board and its relationship with the
Board of Trustees

Clarification of the process for resolving disagreements
relating to future recommendations

The requirement for clear timeframes for each shared service
project, including the incorporation of review dates

DC provided an explanation of the Ulrich Model in relation to
the proposed HR shared service

The importance of a clear communication programme to encourage
staff support. A meeting with TUS has been scheduled for 21 June,
and information on shared services will be included in meetings
with staff.

Following these discussions, and taking into account the points
raised, the Board approved the Governance Board
Terms of Reference.

The Board approved the proposed managed service
model, dependent on the provision of a full risk assessment.

The updated paper took account of previous comments from
Trustees, but, in essence, remained the same, and is based on the
British Library's policy in this area. Trustees were reminded of
the importance of the policy for the protection of NLS collections
and staff. The document is not considered to be a marketing
tool.

During the ensuing discussions the following points were
agreed:

Rewording of description of 'First incident' under 'Misuse of
the internet' section to remove '…which has not been authorised for
approved teaching or research'

Consistent inclusion of 'Criminal prosecution …' text

The addition of an Equalities Impact Assessment

Minor changes, which may be required to reflect the new
management structure, will not require Board approval

The policy will be publicised across the library and
information sector through library networks, an article in
Information Scotland and/or other means as appropriate.

Subject to the amendments the Board approved
the policy.

10. Fellowship of the National Library of
Scotland:
The Board received a paper from MW recommending the Board’s
approval for the introduction of an honorary award entitled the
Fellowship of the National Library of Scotland. Trustees had
expressed support for this proposal at the Board meeting on 21
March 2011. This paper provided further clarification of issues
raised at that earlier meeting.

During the discussions it was noted that the term 'application
form' should be corrected to read 'nomination form'.

The Board approved the establishment of the
award with effect from 2011, the criteria and procedures for
awarding a Fellowship, and the Fellowship benefits outlined in the
paper.

The Board also requested the GWP to consider
and approve draft guidelines and nomination form.

11. National Librarian and Chief Executive
report:
The Board received a report which provided information on recent
Library developments not otherwise covered by the agenda of the
meeting.

The Board noted the report.

Lorraine Fannin left the meeting at this point.

12. Quarterly Management Accounts:
Due to the absence of the Finance Manager, MW presented the
Management Accounts to the Board.

Trustees were informed that, due to a change of date, the
accounts would not be presented to the Audit Committee until 27
June 2011.

During the discussions MW indicated that SM would be reviewing
the level of detail provided in reports to the Board and the Audit
Committee. This review would take in to account the options now
available through the new finance system.

The Board identified various areas of the report which required
re-wording to provide a clearer, and more accurate, explanation of
expenditure. SM will review and make the required changes for
presentation to the Audit Committee.

Discussions also highlighted the requirement to ensure that
commercially confidential information was dealt with in an
appropriate manner in this and future reports.

The Board noted the accounts and acknowledged
that they were still to be reviewed by the Audit Committee.

13. FOISA Publication Scheme
The Board received a paper from MW containing a printout of the Library's Publication Scheme. The
Library was obliged to update its previous scheme and has chosen to
adopt the Scottish Information Commissioner's Model Publication
Scheme.

During the ensuing discussions the following points were
raised:

The necessity of confirming the FOI status of the Agency for
Legal Deposit Libraries (ALDL)

The section on 'How the Library takes decisions …' should
include information on the role of the Board of Trustees

The word 'limited' should be added to the text relating to the
inter-library lending service

The hyperlink to 'Trustees meetings' summaries' should be
corrected to reflect the link to the minutes of these
meetings.

The Board also received an explanation regarding the regulations
governing the inclusion of the salary ranges for pay
bands.

The discussions also highlighted the need to review the issue of
version control for amended papers. This will be investigated.

The Board noted the information contained in
the scheme and requested the amendments noted above.

14. Purchase Fund Management 2011-2012:
The Board received a paper from DM providing an update on broad
plans for spending the Purchase Fund in 2011-2012.

The Board congratulated DM on the work which had been done,
which was based on a strategy previously approved by the Board.

During the ensuing discussions the following issues were
highlighted:

The need for further explanation of issues relating to the
creation of a strategic cash reserve and a question as to whether
this was the most meaningful title for any planned
carry-forward

The move from a 'push' to a 'pull' model based on user demand
as reflected in data from the Voyager library management
system

Steps being taken to collect Voyager data on future use of
serials

Adoption of a 'pull' model would not impact on the policy for
collecting Scottish material.

At present there are no identified risks from the proposed
changes in management. MW will report back to the Board, at the
next meeting, on any technical risks which may arise due to the
review which is due in Q3 [third quarter], and further investigate
the option of commissioning the British Library to carry out that
review.

The Board noted the report.

16. Minutes of the meeting of the Staffing and
Remuneration Committee, 3 May 2011:

MA, chair of the committee, spoke to the minutes of this
additional meeting, which were approved by the committee at their
meeting on the 6 June 2011.

MA informed Trustees that, owing to the recent resignation of
two members of the Board, volunteers were required to fill
vacancies on this committee and on the Development and Investment
Committees.

Trustees were encouraged to contact the Chairman of the Board if
they were interested in joining these committees.

The Board noted the minutes.

17. Draft minutes of the Staffing and Remuneration
Committee, 6 June 2011:
MA, chair of the committee, spoke to the draft minutes.

The Board noted the draft minutes.

18. Draft minutes of the Development Committee, 9 May
2011:
Following the resignation from the Board of the chair of the
Committee, MA spoke to the draft minutes.

The Board was requested to approve the appointment of MA as
interim chair of the committee, until such time as a new chair can
be appointed.

The Board approved this request.

MA also requested that, due to this interim appointment, a new
chair of the Investment Committee should be appointed in his place.
Trustees were encouraged to contact the Chairman of the Board if
they were interested in taking over this role.